SEC News Digest

Enforcement Proceedings

The United States Securities and Exchange Commission (Commission) announced that on July 30, 2012, the Honorable Sidney A. Fitzwater of the United States District Court for the Northern District of Texas enjoined Shane A. Mullholand of Dallas, TX, and Dissemination Services LLC (Dissemination) from violating Section 5 of the Securities Act of 1933, based on the defendants’ consent to sanctions after summary judgment was entered against them on January 26, 2012. The Commission’s complaint alleged that Mullholand and Dissemination violated the securities laws by acting as underwriters engaged in a scheme to evade the securities registration requirements by offering and selling the securities of six companies when no registration statements were filed or in effect to provide information to public investors. The six companies issued penny stocks, which are defined as equity securities trading at a price of less than five dollars per share, and the defendants initiated public trading in the over-the-counter market under the following trading symbols: American Television & Film Company (ATFT), Ecogate, Inc. (ECGT), Media International Concepts, Inc. (MEIC), Vanquish Productions, Inc. (VQPI), Auction Mills, Inc. (AUML), and Custom Designed Compressor Systems, Inc. (CUPY). The court also barred Mullholand and Dissemination for seven years from participating in the offer or sale of penny stocks. In addition, the court enjoined Mullholand and Dissemination from violating Section 15(a) of the Securities Exchange Act of 1934 by engaging in the securities transaction without registering as brokers or dealers with the Commission. The court also ordered the defendants to pay disgorgement totaling $3,349,334 of profits from their unregistered securities sales plus prejudgment interest of $1,499,278, and civil penalties of $120,000 each. The Commission’s claims against other defendants were previously resolved on April 10, 2012 and May 7, 2009. [SEC v. Phillip W. Offill, Jr., et al., Civil Action No. 07-CV-1643-D (N.D. Tex.)] (LR-22431)

Final Judgments Entered Against Former Executives of Massachusetts Company

The Securities and Exchange Commission announced today that final judgments were entered on July 23 and 24, 2012 in its civil injunctive action against Kevin Mann, Sr., and Michael J. Cuomo, filed in the United States District Court of Massachusetts.

The Commission’s complaint alleged that Inofin and its executives, Cuomo, of Plymouth, Massachusetts, Mann of Marshfield, Massachusetts, and Melissa George of Duxbury, Massachusetts, illegally raised at least $110 million from hundreds of investors in 25 states and the District of Columbia through the sale of unregistered notes. According to the SEC’s complaint, Inofin, along with Cuomo, Mann and George, materially misrepresented how the Company was using investor money and the Company’s financial performance. The SEC also charged two sales agents – David Affeldt and Thomas K. (Kevin) Keough – alleging that they promoted the offering and sale of Inofin’s unregistered securities. Keough’s wife Nancy Keough is named in the complaint as a relief defendant for the purposes of recovering proceeds she received as a result of the violations.

Without admitting or denying the allegations in the complaint, Cuomo and Mann consented to entry of a permanent injunction against violations of Section 10(b) of the Securities Exchange Act of 1934 (the “Exchange Act”), and Rule 10b-5 promulgated thereunder, and Sections 5 and 17(a) of the Securities Act of 1933 (the “Securities Act”).

The final judgment as to Cuomo orders him pay disgorgement of $1,272, 914.57, representing profits he gained as a result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of $440,181.42 for a total of $1,713,095.90, plus a civil penalty in the amount of $150,000. The final judgment as to Mann orders him to pay disgorgement of $733,944, representing profits he gained as a result of the conduct alleged in the Complaint, together with prejudgment interest thereon in the amount of $170,762 for a total of $904,706, plus a civil penalty in the amount of $150,000.

SEC Freezes An Additional $6 Million in Nexen Insider Trading Case

On August 6, 2012, the Securities and Exchange Commission obtained an emergency court order in the United States District Court for the Southern District of New York to freeze more than $6 million in assets of additional unknown traders who made approximately $2.3 million in illegal profits by trading in advance of the July 23, 2012 announcement that China-based CNOOC Ltd. had agreed to acquire Canada-based Nexen Inc. for approximately $15.1 billion.

On Friday, July 27, 2012, just days after the acquisition announcement, the SEC filed an initial complaint in federal district court in Manhattan alleging that Hong Kong-based Well Advantage Limited and other unknown traders had traded Nexen stock based on nonpublic information about CNOOC’s impending acquisition of Nexen and reaped a total of more than $13 million in illicit trading profits. That same day, the SEC obtained a court order freezing the assets of the initial defendants valued at more than $38 million.

One week later, on Friday, August 3, 2012, the SEC filed an amended complaint adding allegations that additional unknown traders in possession of material nonpublic information purchased Nexen stock in the days leading up to the public announcement of its acquisition. According to the SEC’s First Amended Complaint, the additional unknown traders opened a U.S. brokerage account through Hong Kong-based CSI Capital Management Limited only one week before the announcement and purchased 250,000 shares of Nexen stock during the following two days at a cost of approximately $4.2 million. Immediately following the announcement, the unknown traders sold these shares for nearly $6.5 million, reaping approximately $2.3 million in illegal profits. In connection with filing the First Amended Complaint, the SEC obtained another emergency court order freezing nearly $6.5 million in the assets of these additional traders, bringing the total value of assets frozen in this case to more than $44 million.

The SEC’s complaint charges the unknown traders with violating Section 10(b) of the Securities Exchange Act of 1934 and Exchange Act Rule 10b-5. In addition to the emergency relief, the Commission is seeking a final judgment ordering the traders to disgorge their ill-gotten gains with interest and pay financial penalties, and permanently barring them from future violations.

Self-Regulatory Organizations

Proposed Rule Changes

The Commission issued notice of a proposed rule change submitted by BATS Exchange, Inc. (SR-BATS-2012-033) pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder to list and trade shares of the iShares Ultrashort Duration Bond Fund. Publication in the Federal Register is expected during the week of August 6. (Rel. 34-67583)

BOX Options Exchange LLC filed a proposed rule change (SR-BOX-2012-003) to amend the Price Improvement Period. Publication in the Federal Register is expected during the week of August 6. (Rel. 34-67592)

Joint Industry Plans

Order Approving Proposed Amendment to the Plan for Reporting of Consolidated Options Last Sale Reports and Quotation Information

The Commission granted approval to an amendment to the Plan for Reporting of Consolidated Options Last Sale Reports and Quotation Information submitted pursuant to Section 11A of the Securities Exchange Act of 1934 and Rule 608 thereunder by the Options Price Reporting Authority (SR-OPRA-2012-03) to revise the definition of the term “Nonprofessional.” Publication in the Federal Register is expected during the week of August 6. (Rel. 34-67589)

Securities Act Registrations

The following registration statements have been filed with the SEC under the Securities Act of 1933. The reported information appears as follows: Form, Name, Address and Phone Number (if available) of the issuer of the security; Title and the number and/or face amount of the securities being offered; Name of the managing underwriter or depositor (if applicable); File number and date filed; Assigned Branch; and a designation if the statement is a New Issue.

Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics

5.06

Change in Shell Company Status

6.01

ABS Informational and Computational Material.

6.02

Change of Servicer or Trustee.

6.03

Change in Credit Enhancement or Other External Support.

6.04

Failure to Make a Required Distribution.

6.05

Securities Act Updating Disclosure.

7.01

Regulation FD Disclosure

8.01

Other Events

9.01

Financial Statements and Exhibits

8-K reports may be viewed in person in the Commission's Public Reference Branch at 100 F Street, N.E., Washington, D.C. To obtain paper copies, please refer to information on the Commission's Web site at http://www.sec.gov/answers/publicdocs.htm. In most cases, you can view and download this information by using the search function located at http://www.sec.gov/edgar/searchedgar/companysearch.html.